Cooperation Agreement (“Agreement”)
Party A:
Beijing Atis Advertising Co., Ltd.
No. of Business
License: 1101052951786
Issuing
Authority: Beijing Administration for Industry and
Commerce
Legal
Representative: Liu Junli
Authorized
Representative: Zhao Xiaolin
Bank:
Agricultural Bank of China, Beijing Yuetan Tower Office
Account No.:
11020601040006554
Party B:
Beijing Yinse Lingdong Advertising Co., Ltd.
No. of Business
License: 1101022933270
Issuing
Authority: Beijing Administration for Industry and
Commerce
Registered
Address: Room 624, Gehua Building, No.1 Qinglong Hutong, Dongcheng
District, Beijing
Legal
Representative: Xue Wei
Authorized
Representative: Xue Wei
Bank: Bank of
China, Beijing Branch, Pinganli Sub-branch
Account No.:
801019957608091001
Party A and
Party B shall be referred to herein collectively as the “
Parties ” and each individually as a “
Party ”.
Party A and
Party B enter into the following agreements through friendly
negotiation with respect to the regional advertising agency
cooperation on Music Radio channel of China National Radio (the
“ CNR ”).
Party A has
obtained exclusive national advertising agency rights on Music
Radio channel of CNR from Beijing Yangguang Zhiku Advertising Co.,
Ltd.
Party B is a
duly qualified advertising company with capacity for advertising
agency, advertising design and radio advertising production. Party
B participates in annual inspection on a timely basis and has good
faith and credit.
Party A hereby
grants Party B with exclusive regional advertising agency rights on
Music Radio channel of CNR within the designated city, i.e.
Tianjin, under this Agreement.
Regional
Advertising means the advertising broadcasted within a designated
city during the programs of Music Radio channel of CNR.
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3.
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Scope of
Agency, Contract Price and Deposit
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Party A hereby
authorizes Party B as the exclusive regional advertising agent on
FM92.5MHz, the frequency of Music Radio channel of CNR in
Tianjin.
Party B
acknowledges the cooperation content provided by Party A and the
current status of the transmission and signal coverage of Music
Radio channel in Tianjin, and agrees to acquire the exclusive
advertising agency rights on FM92.5MHz of Music Radio channel for a
contract price (the “ Contract Price ”) as
follows:
The Contract
Price for the first year shall be RMB2,500,000.
The Contract
Price shall be paid by Party B to Party A in equal monthly
installments, payable on the 10 th day of the preceding month. Where the 10
th day falls on a legal holiday, the working day
immediately prior to the 10 th day shall be the date for Party B to make such
payment.
Within 5 days
after the execution of this Agreement, Party B shall pay Party A
RMB500,000 as deposit (the “ Deposit ”),
evidencing Party B’s good faith performance. Where this
Agreement is duly and fully performed, the Deposit shall be used as
payment of the last portion of the Contract Price.
The first
monthly Contract Price shall be paid on or prior to June 26, 2009,
any subsequent monthly payment shall be made pursuant to the
relevant provisions of this Agreement.
The term of
Party B’s exclusive agency rights granted by Party A
commences at 00:00 am on June 15, 2009 and ends at 12:00 pm on
December 31, 2010. (The Parties hereby acknowledge that the
execution date may, due to certain technical issues, be later than
the effective date of this Agreement.)
The exclusive
advertising agency time slot granted by Party A to Party B shall be
a three-minute time period from 56’30’’ to
59’30’’ of every hour during the program
broadcast of Music Radio channel of CNR. The aggregate daily
advertising time is 54 minutes. (There’s no program broadcast
from 13:30 to 17:00 in each Tuesday afternoon for maintenance
purposes.)
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6.
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Advertising
Content and Examination
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Before Party B,
as the regional advertising agent, agrees to take any advertising
task, it shall fully examine the advertising contents (including
finished advertising products, manuscripts for recording, related
certificates of the clients, etc.), and refuse to take or act as
agent for any clients and their advertising task which is in
violation of advertising laws. Party A shall deliver the materials
provided by Party B to the Advertising Administration Department of
CNR for examination, which may be broadcasted upon approval, while
any advertising manuscripts and finished advertising products fail
to pass the examination may not be arranged for broadcast. Party B
shall change or suspend any broadcast of advertising once
it’s been found untruthful, and immediately suspend the
broadcast of any advertising which is prohibited by national
advertising administration department or complained heavily by
audience.
The Advertising
Administration Department of CNR reserves the final examination,
determination and interpretation rights on the advertising
broadcasted.
Party B shall,
pursuant to the supplement agreement with respect to advertising
production and broadcast between the Parties, timely deliver
relevant broadcasting certificates, manuscripts and qualified audio
products.
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7.
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Monitor and
Detection (not applicable
for now)
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To ensure the
consistent judgment of both Parties on projected signals and
broadcasted contents, Party A shall provide Party B with detection
software so that Party A and Party B can jointly record and save
the broadcasted contents for certain period for inspection purposes
(Basically, such period shall not exceed 1 month).
Party B shall
be equipped with computers (with automatic turn-on and turn-off
function, audio card, etc.), internet channels, radiogram and other
auxiliary inspection equipment. Party B shall turn on the computer
on schedule. During the all-day broadcast of programs, detection
software will record local advertising content broadcasted at any
given moment and automatically deliver such records to Party
A’s server. The server of Party A in Beijing will
automatically save such records for inspection purposes.
Party B shall
pay RMB5,000 to Party A as the one-time fee for using the detection
software.
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8.
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Local
Broadcast Signals and Related Maintenance
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The local
signal status as of the date hereof (referring to the coverage
effect of the broadcast projected by local launcher) is a key
referen
